U.S. Gold Corp.: Form 10-Q for the period ended Oct 31, 2025

The interim unaudited condensed consolidated financial statements included herein have been prepared by U.S. Gold Corp. (the “Company”, “we”, “us”, or “our”) without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosure normally included in interim unaudited consolidated financial statements prepared in accordance with U.S. GAAP, which are duplicate to the disclosures in the audited consolidated financial statements, have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto in the Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC on July 29, 2025, as amended October 10, 2025.

In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the unaudited interim condensed consolidated financial position of us and our subsidiaries as of October 31, 2025, the results of our unaudited interim condensed consolidated statements of operations and changes in stockholders’ equity for the six months ended October 31, 2025 and 2024. The results of unaudited interim condensed consolidated operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of interim unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” above. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, as amended.

Overview

U.S. Gold Corp., formerly known as Dataram Corporation (the “Company,” “we,” “our,” or “us”), was originally incorporated in the State of New Jersey in 1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Company changed its legal name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp. (“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the business of the Company. We are a gold and precious metals exploration company pursuing exploration and development properties. We own certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project in Nevada and the Challis Gold Project in Idaho. We have established an estimate of proven and probable mineral reserves under S-K 1300 at our CK Gold Project, where we are conducting exploration and pre-development activities, and all of our activities on our other properties are exploratory in nature.

Summary of Activities for the Three months ended October 31, 2025

During the three months ended October 31, 2025, we continued engineering studies towards the completion of a feasibility study. We continue to enhance our understanding of the Keystone Project deposit in Nevada and worked towards the filing of an exploration Plan of Operation on our Challis Gold Project in Idaho.

An overview of certain significant events follows:

• In August 2025, we announced that we plan to use Glencore Technology’s Jameson Cell Flotation Equipment for enhanced gold and copper recovery for our CK Gold Project in our feasibility study and project execution plan.
• In August 2025, we announced that we have entered into a contract with Cheyenne Light, Fuel and Power (“CLFP”), a subsidiary of Black Hills Corp., the first step toward construction of the powerline to serve the CK Gold Project. CLFP is expected to begin pre-construction planning, engineering and procurement activities in preparation for the potential construction of facilities as would be necessary to provide power and energy to the CK Gold Project.
• In October 2025, we received approval from the United States Forest Service of our revised Plan of Operations for mineral exploration at our Challis Gold Project in Idaho.

25

Results of Operations

For the three and six months ended October 31, 2025 as compared to the three and six months ended October 31, 2024:

Net Revenues

We are a development-stage company with no operations, and we did not generate any revenues for the three and six month periods ended October 31, 2025 and 2024.

Operating Expenses

Total operating expenses for the three months ended October 31, 2025, as compared to the three months ended October 31, 2024, were approximately $4,555,000 and $2,142,000, respectively. The approximate $2,413,000 increase in operating expenses for the three months ended October 31, 2025, as compared to the three months ended October 31, 2024, is comprised of (i) an increase in compensation of approximately $97,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees and increased salaries of our officers, (ii) an increase of approximately $105,000 in exploration expenses on our mineral properties due to the increase in exploration activities and related consulting expenses at our CK Gold property during the three month period, (iii) an increase in professional and consulting fees of approximately $1,848,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $1,481,000, a decrease in stock-based consulting expenses of approximately $5,000, an increase in director fees, including stock-based director fees of approximately $27,000, an increase in legal fees of approximately $295,000, and an increase in accounting fees of approximately $95,000, offset by and a decrease in investor relation fees of approximately $45,000 and (iv) an increase in general and administrative expenses of approximately $363,000 due primarily to increases in advertising expenses of approximately $224,000, public company expenses of approximately $14,000, travel, meals, and conferences expenses of approximately $86,000 and office expenses of $30,000.

Total operating expenses for the six months ended October 31, 2025, as compared to the six months ended October 31, 2024, were approximately $8,193,000 and $4,735,000, respectively. The approximate $3,458,000 increase in operating expenses for the six months ended October 31, 2025, as compared to the six months ended October 31, 2024, is comprised of (i) an increase in compensation of approximately $185,000 primarily due to an increase in stock-based compensation related to RSUs, DSUs and stock option grants to officers and employees and increased salaries of our officers, (ii) a decrease of approximately $332,000 in exploration expenses on our mineral properties due to the decrease in exploration activities and related consulting expenses at our CK Gold property, (iii) an increase in professional and consulting fees of approximately $2,644,000 primarily due to an increase in general strategic, permitting and engineering studies and consulting services of $2,046,000, an increase in stock-based consulting expenses of approximately $50,000, an increase in director fees, including stock-based director fees of approximately $55,000, an increase in legal fees of approximately $476,000, and an increase in accounting fees of approximately $162,000, offset by and a decrease in investor relation fees of approximately $145,000 and (iv) an increase in general and administrative expenses of approximately $961,000 due primarily to increases in advertising expenses of approximately $748,000, public company expenses of approximately $37,000, insurance expense of $14,000, travel, meals, and conferences expenses of approximately $115,000 and office expenses of $39,000.

Loss from Operations

We reported loss from operations of approximately $4,555,000 and $2,142,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $8,193,000 and $4,735,000 for the six months ended October 31, 2025 and 2024, respectively.

Other Income (Expense)

We reported other income (expense) of approximately $72,000 and $40,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $1,633,000 and $(1,693,000) for the six months ended October 31, 2025 and 2024, respectively.

We reported interest income of approximately $68,000 and $25,000 for the three months ended October 31, 2025 and 2024, respectively. We reported a change in fair value of warrant liability of approximately $1,495,000 and ($1,734,000) for the six months ended October 31, 2025 and 2024, respectively. We reported interest income of approximately $134,000 and $42,000 for the six months ended October 31, 2025 and 2024, respectively.

Net Loss

We reported a net loss of approximately $4,483,000 and $2,103,000 for the three months ended October 31, 2025 and 2024, respectively, and approximately $6,560,000 and $6,428,000 for the six months ended October 31, 2025 and 2024, respectively.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at October 31, 2025, compared to April 30, 2025, and the changes between those periods:

As of October 31, 2025, we had working capital of $8,164,653, as compared to working capital of $8,015,445 as of April 30, 2025, an increase of $149,208.

We are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect to spend between $175,000 and $250,000 in legal and accounting expenses annually to comply with our reporting obligations and Sarbanes-Oxley. These costs could affect profitability and our results of operations.

Our unaudited condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the six months ended October 31, 2025 and 2024, we incurred net losses in the amounts of approximately $6,560,000 and $6,428,000, respectively. For the six months ended October 31, 2025, cash used in operating activities was approximately $7,110,000. As of October 31, 2025, we had cash of approximately $8,837,000, working capital of approximately $8,165,000, and an accumulated deficit of approximately $99,967,000. Our primary source of operating funds since inception has been equity financings. As of October 31, 2025, we expect to have sufficient cash to fund our corporate activities, general and administrative costs, and currently undertaken project activities related to permitting and engineering studies over the next twelve months. However, in order to advance any of our projects past the aforementioned objectives, we do not have sufficient cash and will need to raise additional funds. These matters raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements.

Cash Used in Operating Activities

Net cash used in operating activities totaled approximately $7,110,000 and $4,012,000 for the six months ended October 31, 2025 and 2024, respectively. Net cash used in operating activities during the six months ended October 31, 2025, increased primarily due to the (i) increase in non-cash items of approximately $2,992,000 as compared to the six months ended October 31, 2024, primarily due to the change in fair value of warrant liability and increased stock-based compensation, (ii) decrease in changes in operating assets and liabilities of approximately $26,000 as compared to the six months ended October 31, 2024, primarily due to changes in prepaid expenses and other current assets, reclamation bond deposit, and changes in accounts payable and accrued liabilities and (iii) increase in net loss of approximately $132,000 as compared to the six months ended October 31, 2024.

Cash Used in Investing Activities

Net cash used in investing activities totaled approximately $1,119,000 for the six months ended October 31, 2025 primarily due to the purchase of land and a building located in Cheyenne, Wyoming as compared to none during the prior period ended October 31, 2024.

Cash Provided by Financing Activities

Net cash provided by financing activities totaled approximately $8,898,000 for the six months ended October 31, 2025 primarily due to proceeds received from the exercise of warrants of approximately $8,348,000, sale of common stock of approximately $523,000, and exercise of stock options of approximately $26,000. Net cash provided by financing activities totaled approximately $67,000 for proceeds received from the exercise of warrants for the six months ended October 31, 2024.

Off-Balance Sheet Arrangements

As of October 31, 2025, we did not have, and do not have any present plans to implement, any off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, to the unaudited condensed consolidated financial statements for a summary of recently issued accounting pronouncements.

Critical Accounting Estimates

There have been no changes to our critical accounting estimates during the three months ended October 31, 2025. Critical accounting estimates made in accordance with our significant accounting policies are regularly discussed with the Audit Committee of the Company’s board of directors. Our critical accounting estimates are discussed under “Critical Accounting Estimates” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7, and our significant accounting policies are discussed in Note 2 to our consolidated financial statements thereto, included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC on July 29, 2025, as amended October 10, 2025.

(a) Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Due to the previously disclosed late filing of Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures continued to not be effective as of October 31, 2025 as the Company continues to execute on its remediation plan as discussed below.

Remediation Plan and Status

As disclosed above, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of October 31, 2025, due to the late filing of Amendment No.1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information. To remediate the ineffectiveness of the Company’s disclosure controls and procedures, the Company continues to formalize its processes with respect to identifying the filing deadlines for reports required to be filed under the Exchange Act, including, without limitation, developing disclosure controls and procedures specific to identifying and complying with filing deadlines and expanding training for personnel involved in the preparation and filing of reports required to be filed under the Exchange Act.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.